2.
THE PARTIES
1. AllGood was and is a corporation duly organized and existing under the laws
of New Jersey with its principal place of business located in the State of New Jersey,
Morris County.
2. Upon information and belief, Anshutz was and is a corporation duly organized
and existing under the laws of the State of Delaware, with its principle place of business
located at 145 West 45th Street, Suite 9, New York, NY 10036.
3. Upon information and belief, AEG 1 and AEG 2 were and are corporations
both of which are duly organized and existing under the laws of the State of Delaware
with their principal places of business located at 5750 Wilshire Blvd., Suite 501, Los
Angeles CA 90036, and doing business in New York at offices located at 111 Eighth
Avenue, New York, NY 10011. Anshutz, AEG 1 and AEG 2 are collectively referred to
herein as “AEG.”
4. Upon information and belief, Jackson is an individual who is a resident of the
State of California, Los Angeles County.
5. Upon information and belief, MJJ Productions was and is a corporation duly
organized and existing under the laws of the State of ____________, with its principle
place of business located at ___________________.
6. Upon information and belief, Dileo Entertainment was and is a corporation
duly organized and existing under the laws of the State of Tennessee, with an office
located at 2 Music Circle South, Suite 208, Nashville, TN 37203.
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7. Upon information and belief, Dileo is an individual who is a resident of the
State of Tennessee and is CEO of Dileo Entertainment. Dileo and Dileo Entertainment
are collectively referred to herein as the “Dileo Defendants.”
8. Except as hereinafter specifically described, Defendants, and each of them,
were and are acting in concert or participation with each other, or were joint participants
and collaborators in the acts complained of, and were the agents, alter egos, and/or
employees of the others in doing the acts complained of herein, each and all of them
acting within the course and scope of said agency and/or employment by the others, each
and all of them acting in concert one with the other and altogether.
JURISDICTION AND VENUE
9. This Court has subject matter, i.e., diversity jurisdiction, over this action
pursuant to 28 USC § 1332(a)(1) as the amount in controversy exceeds the sum or value
of $75,000, exclusive of interest and costs, and this controversy is between citizens of
different states.
10. Venue is proper pursuant to 28 USC §1391(a) and this Court has personal
jurisdiction over the parties on the grounds that: (i) a substantial part of the events and/or
wrongful conduct that give rise to the claims alleged herein occurred in this District; (ii)
AEG’s principal place of business is in this District; (iii) the Dileo Defendants agreed to
jurisdiction herein pursuant to an agreement, as discussed in greater detail below; and (iv)
all of Defendants are doing business in New York.
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FACTUAL ALLEGATIONS
The Main Players
11. Patrick Allocco (“Allocco”) is the president and CEO of AllGood, a company
that promotes live events, including but not limited to concerts, festivals and personal
appearances, featuring internationally known performing artists.
12. Upon information and belief, Jackson is a critically acclaimed, multi platinum,
award winning performing artist known throughout the world. Jackson, along with his
siblings, Janet Jackson, Tito Jackson, Jermain Jackson, Marlon Jackson, Randy Jackson,
and Jackie Jackson collectively comprise a family of world renowned performing artists
(collectively the “Jackson Family”).
13. Upon information and belief, Dileo is the president and CEO of Dileo
Entertainment (collectively the “Dileo Defendants”) and was the personal manager of
Jackson for many years, including at all relevant times herein
14. Upon information and belief, AEG is one of the leading providers of live
entertainment and sports in the world and, in fact, the second largest concert promotion,
special event and touring company in the world.
Dileo’s Representations, Dileo’s Authority and the Agreements
15. On or about October 21, 2008 Allocco flew to Las Vegas, Nevada for a
meeting with Joe Jackson, the father of Jackson and the Jackson Family.
16. At the meeting, in which various persons attended, Allocco spoke with Joe
Jackson about his desire to promote a major concert featuring the return of Jackson
and/or a Jackson Family reunion through his company AllGood (the “Event”).
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17. Joe Jackson informed Allocco that he really hoped to produce the Event, it
would be best to reach out to Dileo, because Dileo was Jackson’s then-current manager.
18. In fact, upon information and belief, Dileo was then and still is generally
known in the music industry to be a long-time former and current manager of Jackson
and/or the Jackson Family. Up to the date of this Complaint, and as recently as last week,
Dileo and other reliable sources were quoted in several media sources as stating that
Dileo was and still is Jackson’s manager.
19. Allocco’s reliance on this industry-wide knowledge, as well as Dileo’s
representations in the media, was reasonable in support of his belief that Dileo was
Jackson’s manager and that Dileo had the express and/or implied authority to bind
Jackson to any such agreement as Allocco was proposing.
20. Shortly after Allocco’s business trip to Las Vegas, an associate of Allocco set
up an appointment for Allocco to meet with Dileo.
21. On or about November 20, 2008, Allocco met with Dileo and another
representative of Dileo Entertainment at a restaurant in Nashville, Tennessee.
22. At the meeting, Allocco reiterated to Dileo his desire and ability to promote a
one time concert in the United States featuring Jackson and/or the Jackson Family, and
even suggested the idea of a making it a Pay Per View event, i.e., the Event.
23. Allocco informed Dileo that he had investors who would be willing to invest
in such a concert.
24. At the meeting, Dileo confirmed and represented that he was in fact Jackson’s
manager, and that he believed he could make the Event a reality
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25. Further, Dileo stated that he had already spoken to Jackson about Allocco’s
idea of doing a concert featuring Jackson and/or the Jackson Family and that Jackson was
very interested in the Event.
26. The following day, Dileo and Allocco met again, this time at the offices of
Dileo Entertainment.
27. During this second meeting, Allocco once again asked Dileo directly and
explicitly if he had the authority and the power to bind Jackson and/or the Jackson
Family to an agreement requiring them to perform.
28. Dileo responded with a resounding and explicit “yes.” Dileo went further,
bragging that he spoke with Jackson nearly everyday and that he recently finished closing
a movie deal on behalf of Jackson.
29. In reliance of the representations made by Dileo, AllGood and the Dileo
Defendants entered into two agreements which, as described in detail below, essentially
provide that the Dileo Defendants were the acting managers for Jackson, duly authorized
to engage Jackson for a concert performance, that AllGood would be the exclusive
producer and promoter of a Jackson and/or the Jackson Family concert on a date to be
determined, but to be scheduled sometime in the summer of 2009, and, most importantly,
that neither the Dileo Defendants nor Jackson and/or the Jackson Family would agree to
do a concert with any other person or entity at any time prior to the 2009 summer concert
and for a period of three months after said concert.
AllGood’s Efforts, the Breach of the Agreements and AEG’s Intereference
30. Subsequently, Allocco and AllGood went to work to produce and promote the
concert and gather investors and financing.
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31. During many long months following the agreements, Allocco and
representatives of his company, AllGood, crisscrossed the country meeting with persons
and entities interested in investing in the concert, promoters, agents and other industry
insiders in a good faith attempt to live up to AllGood’s obligations under the agreements
and to produce a once in a lifetime concert event.
32. As a result of all this feverish activity, AllGood incurred significant expenses
and passed by numerous opportunities.
33. In addition, during these months, Allocco spoke with Dileo on a regular basis
and almost daily with Dileo’s business associate, Mark Lamicka, and met with Dileo on
several occasions; once where Dileo purported to call upon Jackson in Allocco’s
presence.
34. During this time, Dileo continued to represent to AllGood and Allocco that he
was still an influential member of Jackson’s small inner circle of advisors, that Jackson
wanted to do the concert, that he would produce Jackson and that the concert would go
on as the parties agreed.
35. In reliance on these continuing assurances, Allocco worked diligently and
successfully lined up investors who were ready, willing and able to invest in the concert
and provide funding to the Dileo Defendants.
36. At some point it became apparent that the Dileo Defendants were not acting in
good faith, and, despite extensions of time to act, could or would not follow through on
their obligations under the parties’ agreements.
37. Subsequently, AllGood learned that, despite their contractual obligations not
to circumvent AllGood, Jackson and Dileo had secretly teamed up with AEG to produce
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a concert or series of concerts in London, and perhaps a Pay Per View of Jackson Family
reunion event.
38. Upon information and belief, AEG knew of the agreement between AllGood,
the Dileo Defendants and Jackson, but due to their dominance and power in the live
performance industry, coerced and/or induced Dileo and Jackson to disregard the
agreements with AllGood and to work with it instead.
39. Up to the date of this Complaint, numerous press releases have been
published, which confirm that Jackson intends to move forward with AEG, Dileo as
Jackson’s acting manager, and AEG as the promoter and producer of the London shows,
and perhaps other domestic shows.
40. Defendants have not offered, nor have they made any attempts to include
AllGood in the London and/or other concerts and plans concerning Jackson and/or the
Jackson Family.
COUNT I
BREACH OF CONTRACT
41. Plaintiff hereby incorporates by reference each and every allegation set forth
in paragraphs 1 through 40 of this Complaint as though fully set forth herein.
42. As set forth in detail above, Dileo was a duly authorized manager and/or agent
of Jackson, with actual and/or apparent authority to enter into agreements on Jackson’s
behalf with respect to booking Jackson for a concert performance.
43. Despite being fully aware of the agreements herein and AllGood’s actions in
reliance on Dileo’s representations, neither Jackson nor any of his representatives ever
notified AllGood that Dileo was not Jackson’s manager and/or authorized to act on his
behalf.
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44. To the contrary, AllGood learned through the press, third-parties, industry
insiders and persons close to Jackson that Jackson approved of the Event and Dileo was
Jackson’s acting manager.
45. On or about November 25, 2008, AllGood and the Dileo Defendants, acting as
duly authorized agents and representatives for Jackson and/or the Jackson Family, duly
entered into and executed a written agreement whereby AllGood would promote a
concert featuring performances by Jackson and the Jackson Family tentatively titled quot;The
Jackson Family Reunion: A Concert for the Worldquot; in the summer of 2009 (the “Event”)
in consideration for the fee of Twenty Four Million ($24,000,000.00) Dollars (the
“Binder Agreement”).
46. The Binder Agreement signed by the Dileo Defendants, on behalf of Jackson
and the Jackson Family, states as follows: “ARTIST/S [i.e. Jackson and/or the Jackson
Family] represents and warrants that ARTIST/S is under no disability, restriction, or
prohibition, whether contractual or otherwise, with respect to ARTIST/S right to execute
this contract and perform its terms and conditions with respect to ARTIST/S right to
appear.”
47. Upon information and belief, the Dileo Defendants and/or Jackson breached
this provision because Jackson was under a disability, restriction or prohibition that
prevented him from performing the terms of the Binder Agreement.
48. Further, the Binder Agreement granted AllGood exclusive rights to produce
the Event with Jackson and/or the Jackson Family.
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49. In this regard, the Binder Agreement contained a non-compete provision
wherein Jackson and/or the Jackson Family “agree not to consider or agree to perform on
stage prior to the Event.”
50. Moreover, Jackson agreed not to perform, individually, for at least three (3)
months after the Event and the Jackson Family agreed not to perform together for at least
one (1) year following after the Event.
51. As discussed in detail above, the Dileo Defendants and Jackson breached
exclusivity, non-compete terms of the Binder Agreement by, inter alia, agreeing to do the
London shows this summer of 2009 and/or any other performance obligations of which
AllGood is currently unaware during this approximately eighteen (18) month “blackout
period.”
52. The Binder Agreement provides that the “persons signing for … the
ARTIST/S [i.e., the Dileo Defendants] agree to be personally, jointly and severally liable
for the terms of this contract.”
53. On or about November 26, 2008, AllGood, Dileo and Dileo Entertainment,
acting as duly authorized agents and representatives for Jackson and/or the Jackson
Family, duly entered into and executed a written Confidentiality and Non-Disclosure
Agreement which was to run for a term of eighteen (18) months from the date of the
NDA Agreement (“NDA Agreement”).
54. The NDA Agreement incorporated and referenced the subject matter of the
Binder Agreement (collectively the Binder Agreement and the NDA Agreement are
collectively referred to herein as the “Agreements”).
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55. Further, the Dileo Defendants agreed in the NDA Agreement to apply New
York law and to submit to the jurisdiction of New York State for purposes of any breach
of said agreements.
56. The NDA Agreement had a non disclosure clause whereby the Dileo
Defendants agreed not to use any information prepared and/or provided by AllGood in
connection with the Event.
57. Upon information and belief, the Dileo Defendants breached the foregoing
provision by, inter alia, disclosing information prepared and/or provided by AllGood to
third-parties including AEG.
58. The NDA Agreement contained a non-circumvention clause which provides
that the Dileo Defendants agree not to circumvent AllGood with respect to potential
lenders, investment banking institutions, financial parties, financing sources, potential
investors, strategic alliances, strategic partners, investor group or other
financial/transactional/business relationship or business opportunity introduced to [the
parties] for consideration to provide such financing to the [parties]” with respect to the
Event. Moreover, the parties agreed that they “shall not use any information prepared by
the [parties] to secure financing or transactions independently of” AllGood and in
connection with the Event.
59. Furthermore, the NDA Agreement contained a non-compete clause which
provides that “[f]or a period of 18 months from the date first written above [November
26, 2008], the Parties [i.e., Jackson and Dileo] shall not, directly or indirectly, solicit or
contract in an effort to do business with any person or entity who was in any manner
associated with the Event during the term of this agreement.”
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60. As discussed in detail above, the Dileo Defendants and Jackson breached non-
circumvention and non-compete terms of the NDA Agreement by, inter alia, agreeing to
do the London shows this summer of 2009 and/or any other performance obligations of
which AllGood is currently unaware during this approximately eighteen (18) month
“blackout period.”
61. As set forth in detail above, with full knowledge and intent, the parties duly
negotiated and entered into the Dileo Agreements and Dileo had the actual and apparent
authority to bind Jackson to the Dileo Agreements.
62. As a result of the foregoing breaches of the Agreement, the Dileo Defendants
and Jackson caused Plaintiff to suffer financial damages and loss of earnings.
63. Plaintiff fully performed in accordance with the terms of the Agreements.
64. The Dileo Defendants and Jackson have no defense for their breaches of the
foregoing agreements and yet they refuse to make Plaintiff whole.
65. Accordingly, Plaintiff is entitled to an award of compensatory damages in an
amount to be determined at the trial, but in no event less than Twenty Million
($20,000,000) Dollars, which amount includes, but is not limited to: (i) the commissions
and fees AllGood would have received under the Agreements, (ii) loss of profits AllGood
would have received under the Agreements; (iii) reimbursement of the expenses AllGood
incurred pursuant to and in reliance on the Agreements; (iv) loss of business
opportunities AllGood forwent in its commitments under the Agreements; and (v) all pre-
and post-judgment interest, costs and attorneys fees.
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66. Furthermore, the NDA Agreement provides that in case of a breach of this
agreement then the non-breaching party shall be entitled to attorneys’ fees. Accordingly,
Plaintiff is entitled to an award of all attorneys fees incurred herein.
COUNT II
PROMISSORY ESTOPPEL
67. Plaintiff hereby incorporates by reference each and every allegation set forth
in paragraphs 1 through 66 of this Complaint as though fully set forth herein.
68. As described in detail above, the Dileo Defendants, individually, and on
behalf of Jackson, made unambiguous and false promises to AllGood that AllGood
would be the exclusive producer and promoter of a Jackson and/or Jackson Family
concert during the period of 2009 to 2010.
69. At all times, the Dileo Defendants and Jackson knew that AllGood was
reasonably relying upon their promises and foregoing other clients and opportunities due
to their commitments to the Event.
70. As a result, AllGood relied to its detriment upon the promises, assurances and
representations of the Dileo Defendants and Jackson by, among other things, incurring
expenses and by foregoing other business opportunities.
71. Based upon AllGood’s reasonable reliance on the foregoing representations,
the Dileo Defendants and Jackson are estopped from repudiating and/or denying the
terms of the agreements described above.
72. Accordingly, Plaintiff is entitled to an award of compensatory damages in an
amount to be determined at the trial, but in no event less than Twenty Million
($20,000,000) Dollars, which amount includes, but is not limited to: (i) the commissions
and fees AllGood would have received under the Agreements, (ii) loss of profits AllGood
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would have received under the Agreements; (iii) reimbursement of the expenses AllGood
incurred pursuant to and in reliance on the Agreements; (iv) loss of business
opportunities AllGood forwent in its commitments under the Agreements; and (v) all pre-
and post-judgment interest, costs and attorneys fees.
COUNT III
FRAUD
73. Plaintiff hereby incorporates by reference each and every allegation set forth
in paragraphs 1 through 72 of this Complaint as though fully set forth herein.
74. As described in great detail above, the Dileo Defendants knowingly and
fraudulently induced AllGood into entering into the Agreements by making
misrepresentations of material fact to Plaintiff and/or failing to disclose material facts to
AllGood, despite having a duty to do so, such that the Dileo Defendants’ representations
were false representations.
75. Upon information and belief, the Dileo Defendants knew at the time they
made those representations that they were factually false and that they had no intention of
abiding by them as evidenced by the fact that they entered into agreements with AEG to
produce the Event and/or concerts with Jackson, despite having no right to do so under
the Agreements.
76. AllGood relied to its detriment upon the Dileo Defendants’ failure to disclose
material facts, omissions of material facts, promises, assurances, and representations by,
among other things, incurring significant costs and expenses to produce and promote the
Event and by foregoing other business opportunities.
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77. At all times, the Dileo Defendants knew that AllGood was reasonably relying
upon their representations and/or omissions of material facts and foregoing other options
and opportunities due to their commitments to Dileo Defendants under the Agreement.
78. Accordingly, Plaintiff is entitled to an award of compensatory damages in an
amount to be determined at the trial, but in no event less than Twenty Million
($20,000,000) Dollars, which amount includes, but is not limited to: (i) the commissions
and fees AllGood would have received under the Agreements, (ii) loss of profits AllGood
would have received under the Agreements; (iii) reimbursement of the expenses AllGood
incurred pursuant to and in reliance on the Agreements; (iv) loss of business
opportunities AllGood forwent in its commitments under the Agreements; and (v) all pre-
and post-judgment interest, costs and attorneys fees.
79. In light of the malicious, intentional and/or willful nature of Defendants’
actions, Plaintiff is entitled punitive damages in an amount to be determined at trial, but
believed to be in excess of Twenty Million ($20,000,000) Dollars.
COUNT IV
TORTIOUS INTERFERENCE WITH A CONTRACT
80. Plaintiff hereby incorporates by reference each and every allegation set forth
in paragraphs 1 through 79 of this Complaint as though fully set forth herein.
81. AllGood and the Dileo Defendants, individually and on behalf of Jackson,
entered into the Agreements and/or prospective business relationships wherein AllGood
had a reasonable expectation that it would receive an economic benefit from the
Agreements and prospective business relationships.
82. As described in detail above, upon information and belief, AEG deliberately,
intentionally, and knowingly induced Jackson and the Dileo Defendants to breach and
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repudiate the Agreements and/or terminate their prospective business relationships with
AllGood.
83. Upon information and belief, AEG induced the Dileo Defendants and Jackson
to engage AEG to promote and produce a concerts series in London scheduled to begin in
the summer of 2009, instead of doing a Jackson family reunion or Jackson return concert
series and/or Pay Per View special with AllGood.
84. Upon information and belief, AEG had actual and/or constructive knowledge
of the Agreements and/or prospective business relationships and AllGood’s expectancy to
incur a financial benefit from the Agreements and/or prospective business relationships.
85. In fact, AllGood served AEG with a cease and desist letter, putting AEG on
notice of the Agreements and demanding that AEG cease and desist from interfering with
the Agreements.
86. Had AEG not induced the Dileo Defendants and Jackson to breach the
Agreements, AllGood would have received the anticipated economic advantage of the
Agreements and/or prospective business relationships with the Dileo Defendants and
Jackson, thereby causing AllGood to suffer significant financial loss.
87. Accordingly, Plaintiff is entitled to an award of compensatory damages in an
amount to be determined at the trial, but in no event less than Twenty Million
($20,000,000) Dollars, which amount includes, but is not limited to: (i) the commissions
and fees AllGood would have received under the Agreements, (ii) loss of profits AllGood
would have received under the Agreements; (iii) reimbursement of the expenses AllGood
incurred pursuant to and in reliance on the Agreements; (iv) loss of business
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opportunities AllGood forwent in its commitments under the Agreements; and (v) all pre-
and post-judgment interest, costs and attorneys fees.
88. In light of the malicious, intentional and/or willful nature of AEG’s actions,
Plaintiff is entitled punitive damages in an amount to be determined at trial, but believed
to be in excess of Twenty Million ($20,000,000) Dollars.
COUNT V
PERMANENT INJUNCTION
89. Plaintiff hereby incorporates by reference each and every allegation set forth
in paragraphs 1 through 88 of this Complaint as though fully set forth herein.
90. As set forth above, despite the Agreements, Defendants are proceeding with
Jackson concerts, despite having no lawfully right or authority to do so.
91. As a result, Plaintiff has suffered and continues to suffer permanent, imminent
and irreparable harm.
92. Plaintiff has no adequate remedy at law.
93. Accordingly, for the foregoing reasons, Plaintiffs are entitled to an order
enjoining Defendants from producing, performing and promoting the Jackson concerts
schedule for the summer of 2009, or at any time during the “blackout period.”
DEMAND FOR JURY TRIAL
Plaintiff hereby demands a jury trial as provided by Rule 38(a) of the Federal
Rules of Civil Procedure.
PRAYER FOR RELIEF
WHEREFORE, Plaintiff prays for relief on the counts stated above as against
Defendants as follows:
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a. On the First through Fourth Counts, that Plaintiff be awarded
compensatory damages in an amount to be determined at trial and which is otherwise
incalculable at this time, but is not less than Twenty Million ($20,000,000) Dollars;
b. On the Third and Fourth Counts, that Plaintiff be awarded punitive
damages in an amount to be determined at trial, but in no event less than Twenty Million
($20,000,000) Dollars;
c. On the Fifth Count, that Plaintiff be awarded an order enjoining
Defendants from producing, performing and promoting the Jackson concerts schedule for
the summer of 2009, or at any time during the “blackout period;”
d. That Plaintiff be awarded its attorneys’ fees as provided for under the
NDA Agreement and under the common law;
e. That Plaintiff be awarded pre- and post-judgment interest cost and
disbursements; and
f. That Plaintiff be awarded all other and further relief as the Court may
deem just and proper.
Date: New York, New York
June 9, 2009
MEYEROWITZ JEKIELEK PLLC
By:___________________________
Ira Scot Meyerowitz (IM 2449)
Jon D. Jekielek (JJ 0536)
347 Fifth Avenue
Suite 1300
New York, New York 10016
Tel: (212) 686-7006
Fax: (212) 686-7113
Attorneys for Plaintiff
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